Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HUFFY CORPORATION
(Exact name of issuer as specified in its Charter)
Ohio 31-0326270
(State of Incorporation) (I.R.S. Employer Identification No.)
225 Byers Road, Miamisburg, Ohio 45342
(Address of Principal Executive Offices) (Zip Code)
HUFFY CORPORATION
1988 STOCK OPTION AND
RESTRICTED SHARE PLAN
(Full Title of the Plan)
Nancy A. Michaud, Secretary
Huffy Corporation
225 Byers Road
Miamisburg, Ohio 45342
(513) 866-6251
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Offering Fee
Registered Price Price
Per Share
Common Stock, 650,000 $12.25 $7,962,500 $2,745.68
no par value
Approximate date of proposed commencement of sales hereunder:
As soon as practicable after the effective date of this Registration
Statement
* Based pursuant to Rule 457(c) and 457(f)(1), on the average of the
high and low prices of the common stock of Huffy Corporation on the
New York Stock Exchange on $12.25, a date within 5 days of
the date on which this Registration Statement is filed.<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is set forth in a
single document, entitled "Prospectus," which constitutes a part of
the Section 10(a) Prospectus to which this Registration Statement
relates but which is not filed herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Huffy Corporation (the "Registrant") hereby states that the
documents listed in (a) through (d) below are incorporated by
reference in this Registration Statement, and further states that
all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing such documents.
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities and Exchange Act since December 31, 1995.
(c) The description of the Registrant's Common Stock contained in
the Registration Statement on Form 10 filed pursuant to Section
12(g) of the Securities Exchange Act of 1934, which Registration
Statement became effective on January 17, 1967.
(d) Huffy Corporation 1988 Stock Option and Restricted Share Plan,
filed as Exhibit 19(b) to Form 10-Q for the fiscal quarter ended
June 30, 1988, as amended as described in Exhibit A to the Company's
Proxy Statement, dated March 13, 1992, for the Annual Meeting of
Shareholders held April 24, 1992.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's amended Code of Regulations provides that the
Registrant shall indemnify each director, officer, employee or agent
of the Registrant to the full extent permitted by Ohio law.
In general, under Section 1701.13(E) of the Ohio Revised Code, an
Ohio corporation is permitted to indemnify its present or former
officers, directors, employees and agents against liabilities and
expenses incurred by such persons in their capacities as such so
long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding,
if they had no reasonable cause to believe that their conduct was
unlawful, except that no indemnification may be made in respect of
any claim, issue or matter to which a person is adjudged liable to
the corporation unless the court in which the action was brought
determines, upon application, that such person is entitled to
indemnity. Any indemnification provided for by law may be made by
a corporation upon a determination by (a) a majority vote of a
quorum of directors who are not parties to such suit or action, (b)
independent legal counsel, if no quorum of directors who are not
parties to the suit or action is available or (c) the shareholders
that the person seeking indemnification has met the applicable
statutory standard of conduct. The statute also provides that an
Ohio corporation may advance attorneys' fees incurred by directors
and officers, employees, agents and others prior to the final
outcome of a matter.
In addition, the Registrant has purchased insurance policies which
provide coverage for the acts and omissions of the Registrant's
directors and officers in certain situations.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
5, 23.1 Opinion of Dinsmore & Shohl as
to the legality of the securities being
registered
4 Second Amendment to Huffy Corporation
1988 Stock Option Plan and Restricted
Share Plan, dated April 26, 1996
23.2 Consent of KPMG Peat Marwick LLP,
independent certified public
accountants
24 Power of Attorney*
- - ---------------------
* Contained herein on the signature page
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
i. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
ii. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
iii. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.<PAGE>
1988 Stock Option and Restricted Share Plan
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Miamisburg,
State of Ohio on July 8, 1996.
Huffy Corporation
By: /s/ Nancy A. Michaud
Nancy A. Michaud, Vice President -
General Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Nancy A. Michaud, as
his or her true and lawful attorney-in-fact and agent, with full
power of substitution, to sign and execute on behalf of the
undersigned any amendment or amendments to this Registration
Statement on Form S-8, and to perform any acts necessary to be done
in order to file such amendment with exhibits thereto and other
documents in connection therewith with the Securities and Exchange
Commission, and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or her
substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Richard L. Molen Chairman of the Board, June 13, 1996
Richard L. Molen President and Chief
Executive Officer; Director
(Principal executive officer)
/s/ Thomas A. Frederick Vice President - Finance June 13, 1996
Thomas A. Frederick and Chief Financial Officer
(Principal financial officer)
/s/ Timothy G. Howard Vice President - Controller June 13, 1996
Timothy G. Howard (Principal accounting officer)
Directors: Date
/s/ Richard L. Molen June 13, 1996
Richard L. Molen
____________________________ ______________
William K. Hall - not signed
/s/ Stephen P. Huffman June 13, 1996
Stephen P. Huffman
/s/ Linda B. Keene June 13, 1996
Linda B. Keene
/s/ Jack D. Michaels June 13, 1996
Jack D. Michaels
/s/ Donald K. Miller June 13, 1996
Donald K. Miller
/s/ James F. Robeson June 13, 1996
James F. Robeson
/s/ Patrick W. Rooney June 13, 1996
Patrick W. Rooney
/s/ Geoffrey W. Smith June 13, 1996
Geoffrey W. Smith
/s/ Thomas C. Sullivan June 13, 1996
Thomas C. Sullivan
/s/ Fred G. Wall June 13, 1996
Fred G. Wall
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description Page
5, 23.1 Opinion of Dinsmore & Shohl as
to the legality of the securities
being registered.
4 Second Amendment to Huffy Corporation
1988 Stock Option and Restricted Share
Plan, as amended dated April 26, 1996
23.2 Consent of KPMG Peat Marwick LLP,
independent certified public
accountants
24 Power of Attorney*
- - --------------------------------
* Contained herein on the signature page
<PAGE>
Exhibit 5, 23.1
(513) 977-8227
Clifford A. Roe, Jr.
July 9, 1996
Huffy Corporation
225 Byers Road
Miamisburg, OH 45234
Ladies and Gentlemen:
This opinion is rendered for use in connection with the Registration
Statement on Form S-8, prescribed pursuant to the Securities Act of
1933, to be filed by Huffy Corporation (the "Company") with the
Securities and Exchange Commission on July 9, 1996, under which up
to 650,000 shares of the Company's Common Stock without par value
("Common Stock") are to be registered.
We hereby consent to the filing of this opinion as Exhibit 5 and
23.1 to the Registration Statement and to the reference to our name
in the Registration Statement.
As counsel to the Company, we have examined and are familiar with
originals or copies, certified or otherwise identified to our
satisfaction, of such statutes, documents, corporate records,
certificates of public officials, and other instruments as we have
deemed necessary for the purpose of this opinion, including the
Company's Amended Articles of Incorporation and Amended Code of
Regulations and the record of proceedings of the shareholders and
directors of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing
and in good standing as a corporation under the laws of the State
of Ohio.
2. When the Registration Statement shall have been declared
effective by order of the Securities and Exchange Commission and up
to 650,000 shares of the Common Stock to be issued for sale shall
have been issued and sold upon the terms set forth in the
Registration Statement, such shares will be legally and validly
issued and outstanding, fully-paid and nonassessable.
Very truly yours,
DINSMORE & SHOHL
/s/ Clifford A. Roe, Jr.
Clifford A. Roe, Jr.
<PAGE>
Exhibit 4
SECOND AMENDMENT TO HUFFY CORPORATION
1988 STOCK OPTION PLAN AND RESTRICTED SHARE PLAN
This Amendment is made and effective as of April 26, 1996 to the
Huffy Corporation 1988 Stock Option Plan and Restricted Share Plan
(the "Plan"), approved and adopted on April 15, 1988 by the
Shareholders of Huffy Corporation (the "Company") and amended April
24, 1992, under the following circumstances:
The Company desires to amend the Plan and such amendment was
approved and adopted by the Shareholders of the Company on April 26,
1996;
NOW, THEREFORE, the Plan shall be amended as follows:
1. Definitions. All capitalized terms herein, unless otherwise
specifically defined in this Amendment, shall have the meanings
given to them in the Plan.
2. Amendment. Section 5(a) of the Plan is hereby amended in its
entirety to read as set forth below:
"5. SHARES SUBJECT TO THE PLAN
(a) The total number of shares of Common Stock which may be issued
under the Plan shall not exceed 1,775,000 shares, subject, however,
to adjustments required under the provisions of Section 5(d) hereof.
The number of shares of Common Stock that may be subject to options
granted to an employee under the Plan during any calendar year shall
not exceed fifteen percent (15%) of the total number of shares of
Common Stock which may be issued under the Plan."
3. Effective Date and Affirmation. This Amendment shall be
effective as of April 26, 1996. Except as amended hereby and the
first amendment dated April 24, 1992, the Plan remains unchanged and
in full force and effect.
IN WITNESS WHEREOF, the Amendment has been executed as of April 26,
1996.
HUFFY CORPORATION
By: /S/NANCY A. MICHAUD
<PAGE>
Exhibit 23.2
Independent Auditors' Consent
The Board of Directors
Huffy Corporation:
We consent to incorporation by reference in the registration
statement on Form S-8 and related prospectus of Huffy Corporation
(relating to the registration of shares in connection with the Huffy
Corporation 1988 Stock Option Plan and Restricted Share Plan) of our
report dated February 15, 1996, relating to the consolidated balance
sheets of Huffy Corporation and subsidiaries as of December 31, 1995
and 1994, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1995, and all related
schedules, which report appears or is incorporated by reference in
the December 31, 1995 annual report on Form 10-K of Huffy
Corporation.
/s/ KPMG Peat Marwick
Cincinnati, Ohio
July 3, 1996
